The Holiday Bowl features two running backs who have gained more than 1,000 yards and another on the verge, a quarterback who has produced more than 3,200 total yards, one of the best receivers in the nation, two of the top tight ends and a couple of linemen who are possible first-round NFL draft choices.

Yet the perhaps the most accomplished offensive figure in Qualcomm Stadium will be calling plays instead of making them.

WHEN: 8 p.m. Dec. 30.
WHERE: Qualcomm Stadium, San Diego.
TV: ESPN (Chris Fowler will do play-by-play, with Craig James and Jesse Palmer as the analysts).
THE LINE: Oklahoma State by 3.
RECORDS VS. BOWL TEAMS: Oklahoma State 3-3, Oregon 2-3.
NCAA SCHEDULE STRENGTH: Oklahoma State 33rd, Oregon T-76th.
BCS RANKINGS: Oklahoma State 13th, Oregon 17th.
COACHES: Oregon  Mike Bellotti (5-6 in bowls); Oklahoma State  Mike Gundy (2-0 in bowls).
WHY YOU SHOULD WATCH: The Holiday Bowl typically is one of the highest-scoring and most exciting of the bowls. Nineteen of the previous 30 Holiday Bowls were decided by eight points or less, and nine times both teams have exceeded 30 points. That tradition figures to continue: Oregon and Oklahoma State average more than 41 points scored and more than 26 points allowed.
KEY STATS: Oklahoma State has not lost to an opponent ranked outside the top 10. The Cowboys' three losses came to Oklahoma, Texas and Texas Tech, which are a combined 34-3. Oregon is fourth nationally in rushing offense at 277.8 yards per game.
KEEP AN EYE ON: Oregon sophomore QB Jeremiah Masoli, who started the season third on the depth chart, passed for more than 270 yards in each of the Ducks' last two regular-season games and had five touchdown throws and no interceptions in that span. He played poorly in losses to USC and California. Most of the season, his primary responsibility was to hand off, but he's obviously become a more vital factor down the stretch.

Oregon's Chip Kelly is one of the best offensive coordinators in college football and a major reason the Ducks were able to overcome the departures of quarterback Dennis Dixon and All-America running back Jonathan Stewart and still post nine victories this season.

"I think that was more of a credit to the depth we had in the program," Kelly said. "A year ago, Dennis was on the bench and wasn't a starter, but obviously he had a tremendous year and deserved everything he got. And you can't totally replace a Jonathan Stewart, but the combination of our two running backs did a good job. The quarterback spot was unsettled early, and when we finally did settle on Jeremiah Masoli he did a good job.

"But the core of our offensive line was back, our tight end [Ed Dickson] was back and we had a couple of receivers that we thought were playmakers come along. And we're in our second year here, so that's better."

Kelly was taking the modest approach. But even in humility, his expertise is revealed. For example, the Ducks didn't settle on Masoli, a sophomore junior college transfer, until the fifth game. He started the year third on the depth chart.

And even though Stewart, a first-round NFL draft pick, was gone, Kelly compensated with a running attack that has gotten the most out of backs Jeremiah Johnson, who has rushed for 1,082 touchdowns, and LeGarrette Blount, who has rushed for 928. They've combined for 28 touchdowns.

True, All-America center Max Unger returned to anchor a very good offensive line, but the stats show that even after losing Dixon and Stewart, Oregon's offense actually became more productive.

In '07, the Ducks averaged 467.5 yards and 38.2 points per game. This season, they're averaging 478.2 yards and 41.9 points despite a rash of injuries at quarterback.

When Kelly arrived in Eugene after serving as offensive coordinator at New Hampshire, he took over an offensive unit that averaged 29.4 points in 2006. When Oregon's scoring increased by nearly 10 points per game last season, eyebrows raised across the country. After the success this season, Kelly's name was cropping up as the possible next coach for several struggling programs.

That's why Oregon's administration wanted to ensure that a program in dire need  one like Syracuse, perhaps  would not lure Kelly away, as Cal did with Jeff Tedford several years ago. Thus, in early December, Oregon followed a recent and growing trend and named Kelly the "coach in waiting." He'll succeed Mike Bellotti when Bellotti retires from coaching.

His has been a quick rise to prominence and Kelly, 45, admits that sometimes he's surprised that his profile has been raised so high so fast.

"Honestly, two months ago I wouldn't [have thought I'd be in this position]," he said. "Usually, on long plane flights, I have thoughts about it. It's obviously a great situation, and I really feel fortunate to be in this position."

Bellotti already has been named as the replacement for retiring athletic director Pat Kilkenny. He'll eventually assume that role full time, though on the day Kelly was announced as his successor, Bellotti said he didn't know when that would be.

"It could be a year. It could be more. I don't know," Bellotti said that day. "I will not pursue [Florida State coach] Bobby Bowden or [Penn State coach] Joe Paterno's records, that's for sure."

Kelly doesn't mind waiting for what he says is one of the 10 best coaching jobs in college football.

"I was contacted by some schools," he said. "A lot of times the schools that contact you want you to turn things around because they haven't had success. You rarely get to coach a program like Oregon that has had success and you get a chance to keep it going.

"I'm not a big fan of losing. To go to places where you try to weather the storm and good years are 4-8 that would drive me crazy. Jobs like these [Oregon] don't come open. To be fortunate enough to be the next head coach here was a very easy decision."

It was certainly easier than some of the issues Kelly has faced with the offense this season. Replacing Stewart and Dixon was bad enough. But then Nate Costa, who came out of the spring as the starting quarterback, was lost to injury just before the season started. That thrust sophomore Justin Roper, who replaced Dixon at the end of '07, into the starting lineup. But Roper suffered a knee injury in a victory over Purdue and rarely played the rest of the season.

Kelly then turned to Masoli, who played at City College of San Francisco in '07.

"We got to a point where it was just him and a true freshman [Darron Thomas]," Kelly said. "I told them you're going to have to play because we don't have anybody else. Our rushing game took a little bit of the burden until our quarterback got on his feet."

There have been some problems, as expected. USC held Oregon to 10 points. The Ducks managed only 16 in a downpour during a loss to California. But they've scored 155 points in their past three games  victories over Stanford, Arizona and Oregon State. The win over the archrival Beavers was especially satisfying for Kelly because the offense had 385 rushing yards and 309 passing yards against a good defense.

"The kids were just making big plays at every position," Kelly said. "The quarterback, the running backs, the wideouts . that's what we want to be able to do."

In the Holiday Bowl, the Ducks meet Oklahoma State, which boasts one of the better offenses in the country. The Cowboys rank seventh in the nation in total offense and eighth in scoring offense.

Yet, Oregon, which ranks seventh in the nation in scoring, obviously has the skill and ability to match up. The Ducks have Johnson and Blount, Masoli, Dickson, and Unger up front. And Kelly in the coaches' box.

Who has the edge?

Oklahoma State run offense vs. Oregon run defenseBehind sophomore TB Kendall Hunter, Oklahoma State's running attack averages 256 yards per game. Hunter has rushed for 1,518 yards, which is the sixth-highest total nationally. He has gained at least 84 yards in every game. Backup Keith Toston has contributed 658 yards and nine touchdowns. Oregon has been respectable against the run and limited California's Jahvid Best, the Pac-10's rushing leader, to 93 yards. The Ducks faced three of the nation's top 30 rushing offenses  USC, Stanford and Cal  and went 1-2 in those games.
Edge: Oklahoma State.

Oklahoma State pass offense vs. Oregon pass defenseQB Zac Robinson has passed for 2,735 yards and 24 touchdowns with only eight interceptions in the Cowboys' balanced offense. WR Dez Bryant has All-American ability with 74 catches for 1,313 yards and 18 touchdowns. TE Brandon Pettigrew is a big target with 36 receptions and an NFL future. The Cowboys' line has allowed just 14 sacks, and T Russell Okung is the best up front. He and his linemates will have to be at their best to handle the Oregon pass rush led by DE Nick Reed, who has 13 of the Ducks' 36 sacks. Will Tukuafu also has seven. But the Ducks need a pass rush because their coverage has been abysmal. Oregon ranks 109th in pass defense and has allowed 24 touchdown passes. The Ducks have faced four teams that are among the nation's top 35 in passing offense and gave up more than 325 passing yards in each game.
Edge: Oklahoma State.

Oregon run offense vs. Oklahoma State run defenseWith C Max Unger anchoring one of the nation's best lines, Oregon's running game ranks fourth in the nation. RBs Jeremiah Johnson and LeGarrette Blount have combined to rush for more than 2,000 yards and 28 touchdowns. Oklahoma State hasn't faced a rushing offense as prolific as Oregon's but has fared well against its competition. Texas A&M's Mike Goodson is the only player to reach 100 rushing yards against the Cowboys, who rank 26th nationally in run defense. Junior LB Andre Sexton leads the Cowboys with 92 tackles.
Edge: Oregon.

Oregon pass offense vs. Oklahoma State pass defenseThe Ducks don't have a powerful passing game, but with their productive running attack, they haven't needed one. Although Masoli was a productive passer in the final two regular-season games, Oregon still ranked just 73rd in the nation in passing offense. Four players have at least 33 catches and the line allowed just 18 sacks. Oklahoma State has allowed a whopping 27 touchdown passes. The Cowboys don't get many sacks, allowed between 253 and 456 passing yards against every opponent that reached a bowl and rank 111th in pass defense. At least part of their problems can be explained by a schedule that included five opponents that rank among the nation's top 11 in passing offense.
Edge: Oregon.

Oklahoma State special teams vs. Oregon special teamsOklahoma State may have no equal when it comes to return teams. Bryant is third in the nation in punt returns and Perrish Cox is fourth in the nation in kickoff returns. Both have scored two touchdowns on returns. K Don Bailey has converted 14-of-17 field-goal attempts, and he's 14-of-15 inside 50 yards. Matt Fodge, the Ray Guy Award recipient as the nation's top punter, averaged 44.1 yards and had 17 kicks downed inside the 20-yard line. Oregon isn't bad in the kicking game, either. Walter Thurmond and Patrick Chung are strong on kickoff returns, and Jairus Byrd is among the nation's top 20 in punt returns. K Matt Evensen is just 11-of-18 on field-goal attempts and P Josh Syria averaged 42.9 yards. Oregon's punt-coverage unit has struggled.
Edge: Oklahoma State.

Oklahoma State coaches vs. Oregon coachesIn 14 years at the helm in Eugene, Mike Bellotti has delivered everything short of a national championship. And he might have gotten that if QB Dennis Dixon hadn't gotten hurt last season. The Ducks are 115-55 under Bellotti. Offensive coordinator Chip Kelly has proven himself as one of the nation's best in his position. Forget all the jokes  and there were many  about last season's infamous postgame rant after a win over Texas Tech; Mike Gundy has done a nice job at Oklahoma State. Gundy is 27-22 in four seasons at Oklahoma State, which is making its third consecutive bowl appearance.
Edge: Oregon.

X-factor: Oklahoma State is without its defensive coordinator after Tim Beckman left to take over as coach at Toledo. The defensive coordinator responsibilities have been divided, but the Cowboys will need to be at the top of their game against the Ducks, who have scored 120 points in their last two games.

Oregon will win if: The Ducks' running game must continue to be successful, but Masoli also needs to take advantage of holes in the Cowboys' secondary. Keeping Bryant under wraps also figures to be crucial. Reed will need to lead a productive pass rush.

Oklahoma State will win if: The Cowboys need to at least slow down Oregon's running game and force Masoli to have a greater impact on the outcome. Oklahoma State has had some problems against the pass, but Masoli pales in comparison to many of the passing quarterbacks the Cowboys have faced. A solid game by Bryant will force the Ducks to shift their focus away from Hunter and the running game.